Supreme Infrastructure India Ltd Directors Report

Result of operations:

During the year under review on standalone basis your Company earned an income of Rs. 5,943.05 Lakh against Rs. 9,581.43 Lakh in the previous year. Your Company incurred losses of Rs. 117,438.26 Lakh as compared to the 95,345.46 Lakh in the previous year.

No Material changes and commitments have occurred after the close of the financial year till the date of this report, which may materially affect the financial position of the Company.

The detailed analysis of the consolidated results forming part of the Management Discussion and Analysis Report is provided separately in the Annual Report.

DIVIDEND

In view of the losses incurred and stressed financial resources, your Directors do not recommend any dividend on Equity Shares and Preference Shares for the year under review.

TRANSFER TO RESERVE:

As the Company has incurred losses the Board of Directors of the Company (hereinafter referred to as the "Board") has not recommended transfer of any amount during the year under review.

BUSINESS OPERATIONS

The Company is amongst the leading players in the country in the Engineering, Procurement, and Construction (EPC) segment for power, roads, Bridges and other infrastructure sectors. The Company is also engaged in implementation, operation and maintenance of several projects in infrastructural areas through its special purpose vehicles. It has executed the various projects within the state and country. Further, the Company is also a leading utility company having presence across the value chain of energy, Infrastructure businesses.

CONSOLIDATED FINANCIAL STATEMENTS

By Section 129(3) of the Companies Act, 2013 and in view of notification issued by the Ministry of Corporate Affairs on Ind- AS, the Company has prepared consolidated financial statements of the Company and all its subsidiaries as per Ind-AS, which forms part of this Annual Report.

SHARE CAPITAL:

There has been no change in the authorized share capital of the Company during the f inancial year 2023-24. Accordingly, as on March 31, 2024, the Authorized share capital stood at INR 75,00,00,000/- (Rupees Seventy- Five Crores Only) divided into 7,50,00,000 (Seven Crore Fifty Lakh) Equity Shares of 10/-(Rupees Ten Only) each. The paid-up equity share capital is 25,69,83,720/- (Twenty Five Crores Sixty Nine Lakhs Eighty Four Thousand & Seven Hundred & Twenty Only) divided into 2,56,98,372/- (Two crore Fifty Six Lkahs Ninety Eight Thousand Three Hundred & Seventy Two). The Company has issued 2,500,000 , 1% Non-cumulative redeemable preference shares of 10 each. Also the company has issued 37,500,000, 0.01% Non Convertible Non Cummulative Compulsory Reedemable Prefernce Shares

DETAILS OF SUBSIDIARIES AND JOINT VENTURES

As on March 31, 2024, your Company has following subsidiaries and Associate Company.

Report on the Performance and Financial Position of Subsidiaries:

A report on the performance and financial position of each of the subsidiaries as per the Act, in the prescribed Annexure- 1 in form AOC - 1 is annexed to the consolidated financial statement and hence not repeated here for the sake of brevity. The Company has a policy on material subsidiaries pursuant to Regulation 16(1)(c) of the Listing Regulations. The same is available on the website of the Company viz: www.supremeinfra.com

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future.

On a consolidated basis, the Company has 760 employees with 51 being the permanent employess & remaining being on rotational contractual basis as of March 31, 2024.

DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT, 2013, AND RULES MADE THEREUNDER

The Managing Director and CEO of the Company is not in receipt of any remuneration and/or commission from any Holding / Subsidiary Company, as the case may be

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES:

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified under Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendments thereof.

The information containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time is attached herewith as Annexure III.

DEPOSITS

During the year under review, your Company has not accepted any deposits under Section 73 of the Act, and as such, no amount on account of principal or interest on public deposits was outstanding as of March 31, 2024.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the standalone financial statements.

Risk Management Policy:

The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for the identif ication of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk jotted down in the policy are strategic risks, financial risks, operational risks and such other risk that may potentially affect the working of the Company. A copy of the risk management policy is placed on the website of the Company at www.supremeinfra.com

Pursuant to the requirement of Regulation 21 of the SEBI Listing Regulations, the Company is not liable to constitute a committee of Directors.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulf ills the criteria specified in sub-section (1) of section 135 of the Act, shall comply with the provisions of Section 135 of the Act and its rules. As the company has incurred the losses the company is not liable to incur any expenses on Corporate Social Responsibility as per section 135 of the Companies Act, 2013.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. Such internal financial controls over financial reporting are operating effectively and the Statutory Auditor has also expressed their opinion on the same in the Annexures to the Auditors Report.

WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy (the "WB Policy") with a view to provide vigil mechanism to Directors, Employees and other Stakeholders to disclose instances of wrongdoing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The WB Policy also states that this mechanism provides for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases. The WB Policy has been posted on the website of the Company and the details of the same are provided in the ‘Report on Corporate Governance forming part of this Annual Report. The WB Policy is available on the website of the Company at www.supremeinfra.com.

PREVENTION OF SEXUAL HARRASSMENT POLICY:

The Company has a ‘Prevention of Sexual Harassment Policy in force in compliance with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The objective of this Policy is to ensure a safe, secure and congenial work environment where employees deliver their best without any inhibition, threat or fear. The Company has Zero Tolerance to any form of harassment especially if it is sexual in nature. The complaints filed under the Policy are reported to the Audit Committee at its quarterly meetings with details of action taken thereon. It is confirmed that during the year under review, the Company has complied with applicable provisions in relation to sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, including the provisions relating to the constitution of Internal Complaints Committee under the said act.

BOARD OF DIRECTORS

As of March 31, 2024, the Board comprised 8 (Eight) Directors out of which 7 (Seven) were Non-executive Directors of which 5 (Five) were Independent. Mr. Vinod Agarwala- Independent Director and Mr. V.P. Singh - Independent Director have ceased to be director on the completion of their term (w.e.f March 31, 2024)

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

BOARD AND INDEPENDENT DIRECTORS MEETING

During the year, Six (6) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report.

For the FY 2023-24, one meeting of the independent directors was held on March 22, 2024.

COMMITTEES OF THE BOARD

A detailed note on the Board and its Committees is provided in the ‘Report on Corporate Governance forming part of this Annual Report. The composition of the major Committee/(s) is as follows: a) Audit Committee:

As on March 31, 2024, the Audit Committee comprised of 5 directors out of which Four (4) Independent Directors viz. Mr. Dakshendra Brijballabh Agrawal (Chairperson), Mr. Vinod Agarwala, Mr. Sushil Kumar Mishra , Mr. Vishwanath Prasad Singh and one (1) Non-Independent Director, Mr. Vikram Bhawanishankar Sharma.

b) Nomination and Remuneration Committee:

As on March 31, 2024, the Nomination and Remuneration Committee comprised of Three (3) Independent Directors viz. Mr. Vinod Agarwala (Chairperson), Mr. Dakshendra Brijballabh Agrawal and Mr. Sushil Kumar Mishra

c) Corporate Social Responsibility Committee:

As on March 31, 2024, Corporate Social Responsibility Committee comprised of Three (3) members out of which Two (2) were Independent Directors viz Mr. Vinod Agarwala, Mr. Dakshendra Brijballabh Agrawal and one Executive Director viz Mr. V ikram Bhawanishankar Sharma (Chairperson).

d) Stakeholders Relationship Committee:

As on March 31, 2024, Stakeholders Relationship Committee comprised of three (3) members out of which Two (2) were Independent Director s viz. Mr. V inod Agar wala (Chairperson), Mr. Vikram Bhawanishankar Sharma and Mr. Dakshendra Brijballabh Agrawal The full details of the said meetings are given in the ‘Report on Corporate Governance forming part of this Annual Report

RELATED PARTY TRANSACTIONS:

All the contracts/arrangements/transactions that were entered into by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business and none of such related party transactions required the approval of the Board of Directors or the Shareholders as per the Act or LODR Regulations. Further, there were no materially significant related party transactions that may have potential conflict of interests of the Company at large. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arms length. All Related Party Transactions are placed before the Audit Committee for approval.

The policy on Related Party Transactions as approved by the Board is available on the website of the Company at www.supremeinfra.com.

The details of the related party transactions as required under the Act and the Rules are attached in Form AOC-2 as Annexure III.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company has put in place a system to familiarise its Independent Directors with the Company, their roles, rights & responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The details of such familiarization programs are put up on the website of the Company at the link: www.supremeinfra.com.

KEY MANAGERIAL PERSONNEL

The Company has designated Mr. Vikram Sharma- Managing Director and Mr. Sidharth Jain – Chief Financial Officer as Key Managerial Persons of the Company.

BOARD EVALUATION:

i. Performance Evaluation of the Independent Directors and Other Individual Directors:

The Company has framed a policy for the Appointment of Directors and Senior Management and Evaluation of Directors Performance ("Board Evaluation Policy"). The said policy sets out criteria for performance evaluation of Independent Directors, other Non Executive Directors and the Executive Director. Pursuant to the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Board carries out the performance evaluation of all the Directors (including Independent Directors) on the basis of recommendation of the Nomination and Remuneration Committee and the criteria mentioned in the Board Evaluation Policy. The Board decided that the performance evaluation of Directors should be done by the entire Board of Directors excluding the Director being evaluated and unanimously agreed on the following assessment criteria for evaluation of Directors performance:

The performance of the MD & CEO is evaluated on the basis of achievement of performance targets/criteria given to him by the Board from time to time

iii. Performance Evaluation by the Board of its own performance and its Committees:

The performance of the Board is evaluated by the Board in the overall context of understanding by the Board of the Companys principle and values, philosophy and mission statement, strategic and business plans and demonstrating this through its action on important matters, the effectiveness of the Board and the respective Committees in providing guidance to the Management of the Company and keeping them informed, open communication, the constructive participation of members and prompt decision making, level of attendance in the Board meetings, constructive participation in the discussion on the Agenda items, monitoring cash flow, profitability, income & expenses, productivity & other f inancial indicators, so as to ensure that the Company achieves its planned results, effective discharge of the functions and roles of the Board, etc.

The performance of the Committees is evaluated by the members of the respective Committees on the basis of the Committee effectively performing the responsibility as outlined in its Charter, Committee meetings held at appropriate frequency, length of the meetings being appropriate, open communication & constructive participation of members and prompt decision-making, etc

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The criteria for Directors appointment and for determining qualification, positive attributes and independence of a Director as mentioned in the ‘Policy for Appointment of Directors and Senior Management and Evaluation of Directors Performance in terms of Section 178(3) of the Act .

REMUNERATION POLICY:

The Remuneration Policy details for selection, appointment and remuneration of directors and senior management are given in the Corporate Governance Report, and the said policy is available on the website of the Company www.supremeinfra.com:

BOARD DIVERSITY

The Company recognises and embraces the importance of a diverse Board for its success. Your Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender that will help in retaining its competitive advantage. The Board Diversity Policy adopted by the Board outlines its approach to diversity. The policy is available on the www.supremeinfra.com.

ANNUAL RETRUN

Pursuant to Section 194(3) and 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company is available on the website of the Company i.e. www.supremeinfra.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year as stipulated under Regulation 34(3) of the Listing Regulations is separately given and forms part of this Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on the conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as Annexure III

AUDITORS

STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 and other applicable provisions, if any of the Companies Act, 2013 and the Rules made thereunder, M/s. Borkar & Muzumdar, Chartered Accountants (Firm Registration No, 101569W) and M/s. Ramanand & Associates, Chartered Accountants (Firm Registration No. 117776W) are appointed as the joint auditors of the Company for a period of three years by the members of the Company at 38th Annual General Meeting (AGM) to hold office from the conclusion of 38th AGM till the conclusion of 41st AGM.

Whereas, on completion of term of M/s. Borkar & Muzumdar, Chartered Accountants (Firm Registration No, 101569W) and Associates, Chartered Accountants (Firm Registration No.

117776W) as joint auditor are re-appointed, M/s. Borkar & Muzumdar, Chartered Accountants (Firm Registration No, 101569W) as the Statutory Auditors of the Company by the members form this Annual General Meeting (AGM) for a term of five (5) years i.e. till the conclusion of 46th AGM.

The observations made by them in their Report are self- explanatory and do not call for any further clarifications from the Board.

EXPLANATION TO THE QUALIFICATION IN AUDITORS REPORT

The Directors submit their explanation to the qualifications made by the Auditors in their report for the year 2023-24. The relevant Para nos. of the report and reply are as under:

Statements, the Companys non-current investments and trade receivable as at March 31, 2024 include non- current investments in one erstwhile Subsidiary Company, Supreme Infrastructure BOT Private Limited (SIBPL) and trade receivables from step down subsidiaries of the said Company amounting to Rs. 142,556.84 lakhs and Rs. 2,139.37 lakhs respectively. The Company has significant accumulated losses, and its consolidated net-worth is fully eroded. Further, the said Company is facing liquidity constraints due to which it may not be able to realise projections as per the approved business plans. On May 22, 2024, SIBPL has been admitted to Corporate Insolvency Resolution Process ("CIRP") on an application filed by one of the financial creditors of SIBPL pursuant to which the Company has lost control over the SIBPL and accordingly SIBPL has ceased to be a subsidiary Company. The management has considered such balances as fully recoverable and assessed that no adjustments are required to the carrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, Financial Instruments. In the absence of suff icient appropriate evidence to support the managements assessment as above, accumulated losses in this subsidiary as on March 31, 2024, Company is under CIRP and other relevant alternate evidence, we are unable to comment upon adjustments, if any, that may be required to the carrying values of these non-current investments and trade receivables from step down subsidiaries of said Company and the consequential impact on the accompanying Standalone Financial Statements. The audit opinion on the Companys Standalone Financial Statements for the previous year ended March 31, 2023 was also modified in respect of this matter

The Auditors qualification in respect of Consolidated Financial Statements and Management Response thereof is in line with the above.

Supreme Infrastructure BOT Private Limited ("SIBPL"), a Subsidiary of Company, the Board of Directors of SIBPL were suspended with effect from May 22, 2024 due to SIBPL has been admitted to Corporate Insolvency Resolution Process ("CIRP") on an application filed by one of the financial creditor of SIBPL. Being a material subsidiary, owing to unavailability of financial statements and/or f inancial information of SBIPL and its subsidiaries ("SBIPL Group") for the period April 1, 2023 to March 31, 2024, the financial statements of SBIPL Group for financial year 2023-24 have not been included in the consolidated statement of the Holding Company and the assets and liabilities of SBIPL Group have been derecognised at their respective carrying values as at March 31, 2023. The said accounting treatment by the Group is not in compliance with the Ind AS 110- Consolidated Financial Statements. In the absence of relevant financial information of SBIPL, we are unable to comment upon the compliance of Ind AS 110- Consolidated Financial Statements and its consequential impact on the consolidated statement for the year ended 31st March, 2024.

2,367.55 lakhs has not been recognised by the subsidiary in its financial statements as payable to the holding Company. Due to this, trade receivables of the group are overstated and losses of the group for the year are understated to the extent of Rs. 2,367.55 lakhs. The audit Opinion on the Companys consolidated statement for the previous year ended March 31, 2023 was also modified in respect of this matter.

Further, the other observations made by the Auditors in their report are self-explanatory and does not call for any further comment. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its Infrastructure activity is required to be audited. Your Directors had, on the recommendation of the Audit Committee, appointed M/s. Shashi Ranjan & Associates to audit the cost accounts of the Company for the financial year 2023-2024. Accordingly, a Resolution seeking Members ratification for the appointment and remuneration payable to M/s. Shashi Ranjan & Associates, Cost Auditors is included at the Notice convening the Annual General Meeting.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Amruta Giradkar & Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2023-2024 along with certain qualification, reservation or adverse remark annexed herewith as ‘Annexure-IV.

ANNUAL SECRETARIAL COMPLIANCE REPORT

In Compliance with the Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and SEBI circular CIR/CFD/CMD1/27/2019 dated 8th February, 2019, the Company has undertaken an audit for the financial year 2023-2024 for all the applicable compliance as per the Securities and Exchange

Board of India Regulation and Circular/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly issued by Amruta Giradkar & Associates, Company Secretary has been submitted to the Stock Exchanges Secretarial Standards.

DETAILS OF PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings, either filed by the Company or f iled against the Company, pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) as amended, before National Company Law Tribunal or other courts during the year 2022- 2023. However the company had six subsidiaries of which one Supreme Infrastructure BOT Private Limited, Patiala Nabha Infra Projects Private Limited, Kopargaon Ahmednagar Tollways (Phase I) Private Limited, Supreme Vasai Bhiwandi Tollways Private Limited and Supreme Manor Wada Bhiwandi Infrastructure Private Limited are under the CIRP Process and Sanjose Supreme Tollways Development Private Limited is under the Liquidation Process.

CORPORATE GOVERNANCE:

Our Company is fully committed to follow good Corporate Governance practices and maintaining the highest business standards in conducting business. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values.

Your Company was compliant with the provisions relating to Corporate Governance. The report on Corporate Governance, as stipulated under Regulation 34 of SEBI Listing Regulations forms part of an integral part of this Annual Report.

The Report on Corporate Governance also contains certain disclosures required under the Act. A Certif icate from M/s. Amruta Giradkar and Associates, Secretarial Auditor of the Company conf irming compliance to the conditions of Cor porate Governance as stipulated under SEBI Listing Regulation, is annexed to this Report in Annexure VI.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013 that the Board of Directors have:

Company and that such financial controls are adequate and were operating effectively;

Pursuant to Section 194(3) and 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return of the Company is available on the website of the Company i.e. www.supremeinfra.com.

ACKNOWLEDGEMENT